CHEAP PHARMA TABLE OF CONTENTS Statement of CASE Problem.........................................................................................1 Presentation and Analysis of the CASE.......................................................................2 CASE Issue’s, Interpretation and Assumptions..........................................................3 Case Conclusion and Case Resolution…......................................................................4 Recommendations..........................................................................................................5 Monitor and Control......................................................................................................5 Appendix.........................................................................................................................5 …show more content…
Thus, it made the company in delay to pay its obligation and was not made available to Green Med due to Allocation of its fund. GREEN MED • Breach of Contract (Between Cheap Pharma and Green Med) – The negotiation between the Cheap Pharma was breach due to the action of Representative Dr. Gonzales that is to sell a minority participation in Green Med and to give Cheap Pharma Board seats proportionate to its interest in Green Med. The obligation of the Green Med and Cheap Pharma still subsist without proper action or process made in the court. MR. DE GUZMAN • Excess of Authority and Breach of Corporation Code (As Representative and Director) – the transaction was not known to other directors and it was an excess of authority to buy in which, violation to the corporation code. It was a self interest to divest their shareholding in Green Med. • Violate Corporation Code – Self interest was occurred in the situation in which, violate the law of corporation code (CHEAP PHARMA). 2 DIRECTORS • Breach of Corporation Code (As Director) –the transaction was not known to other directors and it was an excess of authority to buy in which, violation to the corporation code. It was a self interest to divest their shareholding in Green …show more content…
Monitor and Control By Stakeholders matrix will help the both companies Cheap Pharma and Green Med to able evaluation and monitor the actions of directors. Appendix Reference Book Corporation Code of the Philippines Electronic Device (http://hfmethods.weebly.com/relational-analysis.html) (https://en.wikipedia.org/wiki/Philippine_legal_codes) Citations Discussion Guide 1. What duties do directors owe the corporation which they serve? ( Page 1, 2 and 3 ) 2. Were the directors exert enough effort to make the company meets its obligations? ( Page 4 ) 3. Were the directors in this case justified in buying the shares of Green Med? Would your answer change if it is was the main company which burned and the company became insolvent? ( Page 4 ) 4. If the receiver Dr. Gonzales threatened to sue Cheap Pharma in the event it was not able to meet its obligations, would the directors be justified in buying the shares instead? ( Page 4
This decision was made in good faith and cannot be conspicuously construed to have self-interests veiled in them. Further, the executive directors made an informed decision to refrain from passing this information to the board and they did believe that this would be in the best interests of the company as disclosure would have brought an end to the company’s existence much before the actual downfall. Thus this judgment met all the requisites prescribed under the provisions of Section 180 (2) of the Corporations Act, 2001 (Rawhouser, Cummings and Crane 2015). This case was the first to comprehensively lay down the business judgment defense and apply it to the facts and circumstances of a case. This defense would negate the apparent breach of the duties of the directors as prescribed by the statute and under common
As a partner in the public accounting firm of Deloitte & Touche. LLP. James, in this case, was responsible for this violation. First, James was no on the basis of full inspection of the subsequent discovery existing at the date of the auditor 's report. Second, he did not detect and address problems regarding Ligand Pharmaceuticals ' exclusion of certain types of returns from the evaluation of future returns. Last but not least, he did not adequately perceive the reasonableness of Ligand’s estimates of future product
Finally, I will discuss which type of corporation I prefer. A Review of Corporate Roles and Duties The Role of the Board of Directors. The corporation’s business is carried out by its management, under the direction of the Board of Directors. The Board, and each committee of the Board, has complete access to management. Also, the Board and committee member’s have access to independent advisors as each considers necessary or appropriate.
This is actually an example of mixed corporate governance. There are independent board members in order to make sure that the operational and financial health of the company can gauged accurately from time to time. Peter Langerman did an in depth enquiry into the financial matters just because Dunlap had offered to resign in response to a trivial question. The board should have kept a watch on the firm’s financial health from the beginning. But after realising the gravity of situation, board was prompt and unanimous in firing Albert Dunlap which shows good corporate governance.
In the business of drug production over the years, there have been astronomical gains in the technology of pharmaceutical drugs. More and more drugs are being made for diseases and viruses each day, and there are many more drugs still undergoing research and testing. These "miracle" drugs are expensive, however, and many Americans cannot afford these prices.
The United States spends more per capita on health care than any other country, with the percentage of gross domestic product dedicated to health care doubling from 9% in 1980 to 18% in 2011(Kesselheim,). One of the contributors to health care inflation is prescription drugs. Pharmaceuticals account for about 10% of total health care costs, spending on pharmaceuticals is poised to swell in upcoming years as a result of the increasing prices of complex specialty medicines (Kesselheim). Name brand drugs are going to have to be set at higher prices, in order for pharmaceutical companies to receive a profit. If the patient has full coverage on a medication, there is a greater chance that medication will be taken, although it may not be
Sollars, G. C. 2001. An appraisal of shareholder proportional liability. Journal of Business Ethics, 32(4), 329-345.
This separation between ownership and managerial control in this instance can be problematic as the principal and the agents have different interests and goals. In a large publicly traded corporation such as NOL/APL, shareholders (principals) lack direct control when the CEOs (agents) make decisions t...
Gregory, h. J., 2012. Twelve Key Corporate Governance Issues. Board Agenda, Mon Dec-Jan, p. 29.
Most of Scrushy’s alleged misconduct occurred prior to the enactment of Sarbanes-Oxley (SOX). To sum...
The original case was about Chiron, a biotechnology company, in the United States. Chiron was acquired in 2006 by Novartis, a Swedish company formed by the merger of Ciba-Geigy and Sandoz Laborites. Since Chiron itself no longer exists, we have focused our case around Novartis as of 2013. Novartis specializes in diagnostic services, generic and name brand medications, ophthalmological tools, as well as a small segment in pet health. The business prides itself in producing the latest drugs, hiring the best talent, and being a global leader in the pharmaceutical industry. Over the years the company has survived by focusing on its internal development in addition to a series of mergers, acquisitions, and corporate restructurings. Being a pharmaceutical company, the entire population is impacted: patients, physicians, employees, hospitals, and investors are some of the most important stakeholders.
The Principle of Separate Corporate Personality The principle of separate corporate personality has been firmly established in the common law since the decision in the case of Salomon v Salomon & Co Ltd[1], whereby a corporation has a separate legal personality, rights and obligations totally distinct from those of its shareholders. Legislation and courts nevertheless sometimes "pierce the corporate veil" so as to hold the shareholders personally liable for the liabilities of the corporation. Courts may also "lift the corporate veil", in the conflict of laws in order to determine who actually controls the corporation, and thus to ascertain the corporation's true contacts, and closest and most real connection. Throughout the course of this assignment I will begin by explaining the concept of legal personality and describe the veil of incorporation. I will give examples of when the veil of incorporation can be lifted by the courts and statuary provisions such as s.24 CA 1985 and incorporate the varying views of judges as to when the veil can be lifted.
The Board of Directors believes that the primary responsibility of the Directors is to provide effective governance over Halliburton's affairs for the benefit of its stockholders. Responsibilities responsibility includes: reviewing succession plans and management development programs for members of executive management; reviewing succession plans and management development programs for members of executive management; reviewing and approving periodically long-term strategic and business plans and monitoring corporate performance against such plans; adopting policies of corporate conduct, including compliance with applicable laws and regulations and maintenance of accounting, financial, disclosure and other controls, and reviewing the adequacy of compliance systems and controls; evaluating annually the overall effectiveness of the Board; and reviewing matters of corporate governance
A consequences of focusing on organization or company’s stakeholder is that the shareholder value itself can be enhanced and improved when a wider stakeholder group-such as employees, provider or credit, customers, suppliers government and the local community is taken into account (Mallin, 2011). This theory also related to the organization management and business ethics that uphold moral and values in managing a company as it will covers the benefits to the society and other external parties as a whole rather than just for the internal parties.
Board of Directors) is expected to do an extensive research before taking such an important decision, which Andy clearly did not. Hence, Andy does have a liability under section 180(1) of the Corporations Act, since he did not take did not act with due care or diligence, which he was supposed to, being on the board of directors of the company. Further, (In Re Brazilian Rubber Plantations and Estates Ltd (1911) 1 Ch 425 at 437) Justice Neville said of a director of a company that- ‘He is not, I think, bound to take any definite part in the conduct of the company’s business, but so far as he does undertake it he must use reasonable care in its dispatch. Such reasonable care must, I think, be measured by the care an ordinary man might be expected to take in the same circumstances on his own behalf.’ In the case of (Australian Securities and Investments Commission v Healey (2011) FCA 717), it was held that, Each and every director has a cardinal role in the management of the company and is positioned at the top of the structure of the organisation. It is also a set law that the higher the position held by a person in an organisation the greater would be the responsibility on